INTRUSION INC. Reports Unregistered Equity Sale

TL;DR

INTRUSION INC. sold unregistered equity. Details TBD.

AI Summary

On July 3, 2024, INTRUSION INC. filed an 8-K report detailing an unregistered sale of equity securities. The company, incorporated in Delaware, reported this event on July 10, 2024. The filing indicates a transaction related to equity securities, but specific details regarding the number of shares, price, or involved parties are not provided in this excerpt.

Why It Matters

This filing signals a transaction involving the company's equity outside of a public offering, which could have implications for existing shareholders and the company's capital structure.

Risk Assessment

Risk Level: medium — Unregistered sales of equity can sometimes indicate financial distress or a need for capital, and lack of immediate detail warrants caution.

Key Players & Entities

• INTRUSION INC. (company) — Registrant
• July 3, 2024 (date) — Earliest event reported
• July 10, 2024 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation
• 101 East Park Blvd , Suite 1200 Plano , Texas 75074 (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 par value per share INTZ NASDAQ Capit
• $10.0 million — he right to sell to Streeterville up to $10.0 million of Common Stock ("Commitment Amount"),
• $25,000 — (i) a structuring fee in the amount of $25,000 and (ii) a commitment fee equal to 1% o

Filing Documents

• intrusion_8k.htm (8-K) — 34KB
• intrusion_ex1001.htm (EX-10.1) — 256KB
• 0001683168-24-004727.txt ( ) — 526KB
• intz-20240703.xsd (EX-101.SCH) — 3KB
• intz-20240703_lab.xml (EX-101.LAB) — 33KB
• intz-20240703_pre.xml (EX-101.PRE) — 22KB
• intrusion_8k_htm.xml (XML) — 4KB

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. On July 3, 2024, the Company entered into the Standby Equity Purchase Agreement ("SEPA") with Streeterville Capital, LLC ("Streeterville") pursuant to which the Company has the right to sell to Streeterville up to $10.0 million of Common Stock ("Commitment Amount"), is a period of 24 months from the date of entry into the definitive documents. The Company also entered into a Registration Rights Agreement with Streeterville pursuant to which it will register the resale of shares of Common Stock that may be issued to Streeterville pursuant to the SEPA. Sales of the shares of Common Stock to Streeterville under the SEPA, and the timing of any such sales, are at the Company's option, and the Company is under no obligation to sell any shares of Common Stock to Streeterville under the SEPA. Upon the satisfaction of the conditions to Streeterville's purchase obligation set forth in the SEPA, including having a registration statement registering the resale of the shares of Common Stock issuable under the SEPA declared effective by the Securities and Exchange Commission, the Company will have the right, but not the obligation, from time to time at its discretion, to direct Streeterville to purchase a specified number of shares of Common Stock (an "Advance") by delivering written notice to Streeterville (an "Advance Notice"). Each Advance is limited to the lower of (i) an amount equal to 100% of the aggregate daily trading volume during the three (3) consecutive trading days immediately preceding an Advance Notice, or (ii) 4.99% of the shares issued and outstanding of Common Stock. The shares of Common Stock purchased pursuant to an Advance will be purchased at a price equal to 95% of the lowest daily VWAP of the shares of Common Stock during the three consecutive trading days commencin

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Standby Equity Purchase Agreement, dated July 3, 2024 104.1 Cover Page Interactive Data File - the cover page XBRL tags are embedded with the Inline XBRL document. 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. Intrusion, Inc. Dated: July 10, 2024 By: /s/ Kimberly Pinson Kimberly Pinson Chief Financial Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR